Indemnification Etc. 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2
Indemnification Etc. The Company shall indemnify and hold harmless Executive to the fullest extent permitted by law (including advance of legal fees) for any action or inaction he takes in good faith with regard to the Company or parent or any benefit plan of either. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.
Indemnification Etc. The Debtor hereby expressly indemnifies and holds the Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of the Secured Party's enforcement of its rights and remedies hereunder, or by reason of the Debtor's failure to comply with any environmental or other law or regulation. As to any action taken by the Secured Party hereunder, the Secured Party shall not be liable for any error of judgment or mistake of fact or law, absent gross negligence or willful misconduct on its part.
Indemnification Etc. 64 10.1 Survival of Representations, Etc 64 10.2 Indemnification 65 10.3 Limitations 67 10.4 Payment Source 68 10.5 No Contribution 69 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 Third Party Claims 73 10.9 Election of Claims 74 10.10 Exercise of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 74 11. Miscellaneous Provisions 75 11.1 Securityholders’ Agent 75 11.2 Further Assurances 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 76 11.5 Attorneys’ Fees 77 11.6 Notices 77 11.7 Headings 75 11.8 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 Governing Law; Dispute Resolution 79 11.10 Successors and Assigns 79 11.11 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 Waiver 80 11.14 Waiver of Jury Trial 80 11.15 Amendments 80 11.16 Severability 81 11.17 Parties in Interest 81 11.18 Entire Agreement 81 11.19 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 Construction 82 iii Exhibits and Schedules EXHIBIT A Certain Definitions EXHIBIT B Form of Significant Owner Agreement EXHIBIT C Form of Management Deferral Agreement EXHIBIT D Form of Amended and Restated LLC Agreement Schedule A Schedule of Employment Documents Schedule B R&W Policy Schedule 1 to Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow Agreement Schedule 1.8(b) Letter of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as of the Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2019, by and among: REALPAGE, INC., a Delaware corporation (“Parent”); RP NEWCO XXIX LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”); BUILDIUM, LLC, a Delaware limited liability company (the “Company”); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L...
Indemnification Etc. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act. In no case shall the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Except as may otherwise be provided under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute,...
Indemnification Etc. 81 11.1 Survival of Representations, Etc. ..................................................................................... 81 11.2 Indemnification ................................................................................................................ 82 11.3 Limitations ....................................................................................................................... 85 11.4
Indemnification Etc. The Company shall provide an indemnification agreement by which it shall indemnify and hold harmless Executive to the fullest extent permitted by law for any action or inaction Executive takes in good faith with regard to the Company or parent or any benefit plan of either, in accordance with the Company’s Certificate of Incorporation and By-laws. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.
Indemnification Etc. Debtor hereby expressly indemnifies and holds Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of Secured Party's enforcement of its rights and remedies hereunder, or by reason of Debtor's failure to comply with any environmental or other law or regulation, other than any such claim, cause of action or other proceeding, liability, loss, damage or expense arising by reason of gross negligence, willful misconduct or violation of law on the part of Secured Party. In any suit, proceeding or action brought by Secured Party under any account for any sum owing thereunder, or to enforce any provisions of any account, Debtor will save, indemnify and keep Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or any other obligor thereunder, arising out of a breach by Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Debtor (except to the extent any such expense, loss or damage results from the gross negligence or willful misconduct of Secured Party). The obligations of Debtor under this Section 8(E) shall survive the termination of the other provisions of this Security Agreement.
Indemnification Etc. Seller shall defend, indemnify and hold Buyer harmless from all loss, damage and expense sustained by Buyer and from all claims, liability and expense suffered by it by reason of any property damage, infringement of rights, personal injury or other claim or action brought by any other person, firm or corporation, that results from use of any of the goods, products or services referred to in this order, provided that Seller shall have no such responsibility with respect to liability resulting solely from Buyer's gross negligence. Seller shall be liable for the loss of or damage to Xxxxx's property while such property is in the possession of Seller. Seller shall maintain in serviceable condition, preserve and account for all failure to furnish timely written notice to it of loss of or damage to Buyer furnished property suffered in transit or prior to receipt at Seller's plant.
Indemnification Etc. 35 TABLE OF CONTENTS (CONTINUED) PAGE 9.1 Survival of Representations, Etc...................................35 9.2 Indemnification....................................................36 9.3 Exclusive Remedy...................................................37
